Net Income and Earnings Per Share for the fourth quarter and Fiscal 2017 reflected a net positive implementation impact from the Tax Cuts and Jobs Act of 2017 of $5.8 million and $0.55 per share, respectively.

This Non-GAAP financial measure is described below and reconciled to GAAP net income in the accompanying table.

Adjusted EBITDA for the fourth quarter and twelve month period of 2017 reflect the impact of the purchase price accounting adjustment related to the fair value write down of deferred revenue from the Enom acquisition which lowered Adjusted EBITDA by $0.8 million and $7.8 million for the fourth quarter and twelve months of 2017, respectively.

Summary of Revenues and Gross profit(In Thousands of US Dollars)

Revenue

Gross profit

3 Months ended December 31

3 Months endedDecember 31

2018(Unaudited)

2017(Unaudited)

2018(Unaudited)

2017(Unaudited)

Network Access Services:

Mobile Services

22,511

23,795

11,093

11,094

Other Services

2,320

1,590

1,429

651

Total Network Access Services

24,831

25,385

12,522

11,745

Domain Services:

Wholesale

Domain Services

43,396

48,320

7,752

6,514

Value Added Services

4,180

4,305

3,438

3,733

Total Wholesale

47,576

52,625

11,190

10,247

Retail

8,880

8,711

4,475

4,141

Portfolio

4,325

3,900

3,900

3,376

Total Domain Services

60,781

65,236

19,565

17,764

Network Expenses:

Network, other costs

–

–

(2,256

)

(2,260

)

Network, depreciation and amortization costs

–

–

(2,100

)

(1,513

)

Total Network expenses

–

–

(4,356

)

(3,773

)

Total

85,612

90,621

27,731

25,736

“The fourth quarter once again saw solid, consistent performance across the business, highlighted by year-over-year gross profit expansion in both Domains and Network Access and 9% growth in adjusted EBITDA,” said Elliot Noss, President and Chief Executive Officer, Tucows Inc. “The quarter capped off another record year in terms of revenue, gross profit, adjusted EBITDA and cash flow from operations. As importantly, the cash generation of the Domains and Ting Mobile businesses fueled our build-out of the Ting Internet footprint that will drive our next phase of outsized growth.”

“Ting Internet made strong, steady progress throughout the year, growing our serviceable addresses, customers and recurring monthly revenue, adding a sixth town early in the year and readying for the seventh announced just last week. At Ting Mobile, we again delivered strong year-over-year growth in revenue, margin and gross profit. In our Domains business, we made significant progress in the integration of Enom, with more than half of the $5 million in expected EBITDA synergies now realized, as well as the development of the new platform, positioning this business for potential new growth opportunities.”

“All of these achievements position Tucows for an exciting 2019 in each of our businesses and improving growth that will drive long-term value for our shareholders.”

Financial Results

Net revenue for the fourth quarter of 2018 was $85.6 million compared with $90.6 million for the fourth quarter of 2017, with the decrease due primarily to acceleration of revenue related to the bulk transfer of 2.8 million very low margin domain names in the first and third quarters of 2018. Excluding the impact of these of bulk transfers, net revenue for the fourth quarter of 2018 increased 2% compared to the fourth quarter of 2017.

Net income for the fourth quarter of 2018 was $4.4 million, or $0.42 per share compared with $11.2 million, or $1.06 per share, for the fourth quarter of 2017. Net income for the fourth quarter of 2017 was positively impacted by the tax related implementation impacts from the Tax Cuts and Jobs Act of 2017 for $5.8 million or $0.55 per share.

Adjusted EBITDA1 for the fourth quarter of 2018 increased 9% to $16.6 million from $15.3 million for the fourth quarter of 2017.

Cash and cash equivalents at the end of the fourth quarter of 2018 were $12.6 million compared with $10.8 million at the end of the third quarter of 2018 and $18.0 million at the end of the fourth quarter of 2017.

Notes:

1. Adjusted EBITDA

Tucows reports all financial information required in accordance with United States generally accepted accounting principles (GAAP). Along with this information, to assist financial statement users in an assessment of our historical performance, the Company typically discloses and discusses a non-GAAP financial measure, adjusted EBITDA, in press releases and on investor conference calls and related events that exclude certain non-cash and other charges as the Company believes that the non-GAAP information enhances investors’ overall understanding of our financial performance.

The Company believes that the provision of this supplemental non-GAAP measure allows investors to evaluate the operational and financial performance of the Company’s core business using similar evaluation measures to those used by management. The Company uses adjusted EBITDA to measure its performance and prepare its budgets. Since adjusted EBITDA is a non-GAAP financial performance measure, the Company’s calculation of adjusted EBITDA may not be comparable to other similarly titled measures of other companies; and should not be considered in isolation, as a substitute for, or superior to measures of financial performance prepared in accordance with GAAP. Because adjusted EBITDA is calculated before recurring cash charges, including interest expense and taxes, and is not adjusted for capital expenditures or other recurring cash requirements of the business, it should not be considered as a liquidity measure. Non-GAAP financial measures do not reflect a comprehensive system of accounting and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies and/or analysts and may differ from period to period. The Company endeavors to compensate for these limitations by providing the relevant disclosure of the items excluded in the calculation of adjusted EBITDA to net income based on U.S. GAAP, which should be considered when evaluating the Company’s results. Tucows strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure.

The Company’s adjusted EBITDA definition excludes depreciation, amortization of intangible assets, income tax provision, interest expense, interest income, stock-based compensation, asset impairment, gains and losses from unrealized foreign currency transactions and infrequently occurring items, including acquisition and transitions costs. Gains and losses from unrealized foreign currency transactions removes the unrealized effect of the change in the mark-to-market values on outstanding unhedged foreign currency contracts, as well as the unrealized effect from the translation of monetary accounts denominated in non-U.S. dollars to U.S. dollars.

The following table reconciles net income to adjusted EBITDA (dollars in thousands):

*Acquisition and other costs represents transaction-related expenses, transitional expenses, such as duplicative post-acquisition expenses, primarily related to our acquisition of Enom in January 2017. Expenses include severance or transitional costs associated with department, operational or overall company restructuring efforts, including geographic alignments.

Conference CallConcurrent with the dissemination of this news release, management’s pre-recorded remarks discussing the quarter and outlook for the Company have been posted to the Tucows web site at http://www.tucows.com/investors/financials. In lieu of a live question and answer period, for the next five days (until Monday, February 18), shareholders, analysts and prospective investors can submit questions to Tucows’ management at ir@tucows.com. Management will post responses to questions of general interest to the Company’s web site at http://www.tucows.com/investors/financials/ on Tuesday, February 26 at approximately 4:00 p.m. ET. All questions will receive a response, however, questions of a more specific nature may be responded to directly.

About TucowsTucows is a provider of network access, domain names and other Internet services. Ting (https://ting.com) delivers mobile phone service and fixed Internet access with outstanding customer support. OpenSRS (http://opensrs.com) and Enom (http://www.enom.com) manage a combined 23 million domain names and millions of value-added services through a global reseller network of over 37,000 web hosts and ISPs. Hover (http://hover.com) makes it easy for individuals and small businesses to manage their domain names and email addresses. More information can be found on Tucows’ corporate website (http://tucows.com).

TucowsInc.

Consolidated Balance Sheets

(Dollar amounts in thousands of U.S. dollars)

December 31,

December 31,

2018

2017*

(unaudited)

(unaudited)

Assets

Current assets:

Cash and cash equivalents

$

12,637

$

18,049

Accounts receivable

10,837

12,376

Inventory

3,775

2,944

Prepaid expenses and deposits

15,472

14,186

Prepaid domain name registry and ancillary services fees, current portion

Common stock – no par value, 250,000,000 shares authorized; 10,627,988 shares issued and outstanding as of December 31, 2018 and 10,583,879 shares issued and outstanding as of December 31, 2017

15,823

15,368

Additional paid-in capital

3,953

2,167

Retained earnings

60,810

42,676

Accumulated other comprehensive income

(810

)

–

Total stockholders’ equity

79,776

60,211

Total liabilities and stockholders’ equity

$

339,575

$

350,650

*The Company has initially applied ASC 2014-09 (Topic 606) using the modified retrospective method. Under this method, the comparative information is not restated.

TucowsInc.

Consolidated Statements of Operations

(Dollar amounts in thousands of U.S. dollars)

Three months ended December 31,

Year ended December 31,

2018

20171

2018

20171

(unaudited)

(unaudited)

Net revenues

$

85,612

$

90,621

$

346,013

$

329,421

Cost of revenues:

Cost of revenues

53,525

61,112

232,103

230,600

Network expenses (*)

2,256

2,260

9,846

9,324

Depreciation of property and equipment

1,601

1,014

5,298

3,142

Amortization of intangible assets

499

499

1,996

1,834

Total cost of revenues

57,881

64,885

249,243

244,900

Gross profit

27,731

25,736

96,770

84,521

Expenses:

Sales and marketing (*)

8,434

7,372

33,063

29,423

Technical operations and development (*)

2,091

1,855

8,748

7,258

General and administrative (*)

4,804

3,468

17,710

13,594

Depreciation of property and equipment

115

100

424

585

Amortization of intangible assets

1,791

1,831

7,247

6,566

Impairment of indefinite life intangible assets

–

110

–

111

Loss (gain) on currency forward contracts

232

17

254

(98

)

Total expenses

17,467

14,753

67,446

57,439

Income from operations

10,264

10,983

29,324

27,082

Other income (expenses):

Interest expense, net

(926

)

(865

)

(3,687

)

(3,567

)

Other income, net

337

49

518

560

Total other income (expenses)

(589

)

(816

)

(3,169

)

(3,007

)

Income before provision for income taxes

9,675

10,167

26,155

24,075

Provision for income taxes

5,239

(1,032

)

9,020

1,748

Net income before redeemable non-controlling interest

4,436

11,199

17,135

22,327

Redeemable non-controlling interest

–

(75

)

(26

)

(387

)

Net income attributable to redeemable non-controlling interest

–

75

26

387

Net income for the period

4,436

11,199

17,135

22,327

Other comprehensive income, net of tax

Unrealized income (loss) on hedging activities

(910

)

(88

)

(1,022

)

550

Net amount reclassified to earnings

136

(234

)

212

(650

)

Other comprehensive income (loss) net of tax of $ 241 and $ 183 for the three months ended December 31, 2018 and December 31, 2017, $ 259 and $ – for the year ended December 31, 2018 and December 31, 2017

(774

)

(322

)

(810

)

(100

)

Comprehensive income, net of tax for the period

$

3,662

$

10,877

$

16,325

$

22,227

Basic earnings per common share

$

0.42

$

1.06

$

1.62

$

2.12

Shares used in computing basic earnings per common share

10,621,181

10,580,429

10,604,722

10,537,356

Diluted earnings per common share

$

0.41

$

1.04

$

1.59

$

2.07

Shares used in computing diluted earnings per common share

10,791,940

10,802,817

10,794,170

10,793,622

(*) Stock-based compensation has been included in expenses as follows:

Network expenses

$

70

$

50

$

223

$

110

Sales and marketing

$

286

$

255

$

1,025

$

573

Technical operations and development

$

135

$

145

$

636

$

360

General and administrative

$

179

$

173

$

690

$

414

1The Company has initially applied ASC 2014-09 (Topic 606) using the modified retrospective method. Under this method, the comparative information is not restated.

1Acquisition and other costs represents transaction-related expenses, transitional expenses, such as duplicative post-acquisition expenses, primarily related to our acquisition of eNom in January 2017. Expenses include severance or transitional costs associated with department, operational or overall company restructuring efforts, including geographic alignments.

This release includes forward-looking statements as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995 including statements regarding our expectations regarding our future financial results and, including, without limitation, our expectation regarding our ability to realize synergies from the Enom acquisition and our expectation for growth of Ting Internet. These statements are based on management’s current expectations and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Information about other potential factors that could affect Tucows’ business, results of operations and financial condition is included in the Risk Factors sections of Tucows’ filings with the Securities and Exchange Commission. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All forward-looking statements are based on information available to Tucows as of the date they are made. Tucows assumes no obligation to update any forward-looking statements, except as may be required by law.

Tucows, Ting, OpenSRS, Enom and Hover are registered trademarks of Tucows Inc. or its subsidiaries.